72
                         EXHIBIT 99.1:  RIGHTS AGREEMENT
                         -------------------------------

     This  Rights  Agreement  (the  "Agreement"),  is hereby entered into by and
between  Tri-Valley  Corporation,  a  Delaware  corporation (the "Company"), and
Registrar  and  Transfer  Company,  as  Rights  Agent  (the  "Rights  Agent").

     The  board  of  directors  of  the  Company  (the "Board of Directors") has
authorized  and  declared a dividend of one common stock share purchase right (a
"Right")  for  each  Common Share (as that term is defined below) of the Company
that  is  outstanding  on  November  19,  1999  (the  "Record Date"), each Right
representing  the  right  to  purchase one Common Share of the Company, upon the
terms and subject to the conditions herein set forth, and has further authorized
and  directed the issuance of one Right with respect to each Common Share of the
Company  that  shall become outstanding between the Record Date and the earliest
of  the Distribution Date, the Redemption Date and the Final Expiration Date (as
such  terms  are  hereinafter  defined).

     Accordingly,  in  consideration  of  the premises and the mutual agreements
herein  set  forth,  the  parties  hereby  agree  as  follows:

     SECTION  1.  CERTAIN  DEFINITIONS.  For  purposes  of  this  Agreement, the
following  terms  have  the  meanings  indicated:

     (a)  "Acquiring  Person"  shall mean any Person who or which, together with
all  Affiliates and Associates of such Person, shall be or become the Beneficial
Owner  of  15% or more of the Common Shares of the Company then outstanding, but
shall  not include (i) the Company, (ii) any Subsidiary of the Company, or (iii)
any employee benefit plan of the Company or of any Subsidiary of the Company, or
any  entity holding Common Shares for or pursuant to the terms of any such plan.
Notwithstanding anything in this definition of Acquiring Person to the contrary,
no  Person shall become an "Acquiring Person" as the result of an acquisition of
Common  Shares  by  the  Company  which,  by  reducing  the  number  of  shares
outstanding,  increases the proportionate number of shares beneficially owned by
such Person to 15% or more of the Common Shares of the Company then outstanding;
provided,  however, that if a Person shall become the Beneficial Owner of 15% or
more  of  the  Common  Shares of the Company then outstanding by reason of share
purchases  by  the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the Company, then
such  Person  shall  be  deemed  to  be  an  "Acquiring Person." Notwithstanding
anything in this definition of Acquiring Person to the contrary, if the Board of
Directors  determines  in  good  faith  that  a Person who would otherwise be an
"Acquiring  Person,"  as  defined  pursuant  to the foregoing provisions of this
paragraph  (a),  has  become  such  inadvertently,  and  such  Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would  no  longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions  of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring  Person"  for  any  purposes  of  this  Agreement.

(b)  "Affiliate"  shall  have the meaning ascribed to such term in Rule 12b-2 of
the  General  Rules  and  Regulations under the Exchange Act as in effect on the
date  of  this  Agreement.

     (c)  "Associate" shall have the meaning ascribed to such term in Rule 12b-2
of  the General Rules and Regulations under the Exchange Act as in effect on the
date  of  this  Agreement.

     (d)  A Person shall be deemed the "Beneficial Owner" of and shall be deemed
to  "beneficially  own"  any  securities:

          (i) which such Person or any of such Person's Affiliates or Associates
beneficially  owns,  directly  or  indirectly;

     (ii) which such Person or any of such Person's Affiliates or Associates has
(A)  the right to acquire (whether such right is exercisable immediately or only
after  the  passage  of  time)  pursuant  to  any  agreement,  arrangement  or
understanding (other than customary agreements with and between underwriters and
selling  group  members  with  respect  to  a  bona  fide  public  offering  of
securities),  or upon the exercise of conversion rights, exchange rights, rights
(other  than  these  Rights),  warrants  or  options,  or  otherwise;  provided,
however,  that  a  Person  shall  not  be  deemed the Beneficial Owner of, or to
beneficially  own,  securities  tendered  pursuant to a tender or exchange offer
made  by  or  on  behalf  of  such  Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or exchange;
or  (B)  the  right  to  vote,  or the right to direct the vote, pursuant to any
agreement,  arrangement  or  understanding;  provided,  however  , that a Person
shall  not  be  deemed  the  Beneficial  Owner  of,  or to beneficially own, any
security,  if the agreement, arrangement or understanding to vote, or direct the
vote  of,  such  security  (1)  arises  solely from a revocable proxy or consent
given  to such Person in response to a public proxy or consent solicitation made
pursuant  to,  and  in  accordance  with,  the  applicable rules and regulations
promulgated  under  the  Exchange  Act  and  (2)  is not also then reportable on
Schedule  13D under the Exchange Act (or any comparable or successor report); or

     (iii)  which  are  beneficially owned, directly or indirectly, by any other
Person  with  which such Person or any of such Person's Affiliates or Associates
has any agreement, arrangement or understanding (other than customary agreements
with  and between underwriters and selling  group members with respect to a bona
fide  public  offering  of  securities)  for  the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B))
or  disposing of any securities of the Company. Notwithstanding anything in this
definition  of  Beneficial  Ownership  to  the  contrary,  the  phrase  "then
outstanding",  when  used  with  reference to a Person's Beneficial Ownership of
securities  of the Company, shall mean the number of such securities then issued
and  outstanding  together  with the number of such securities not then actually
issued  and  outstanding  which  such Person would be deemed to own beneficially
hereunder.

     (e)  "Board  of  Directors"  shall  have  the  meaning  set  forth  above.

(f)  "Business Day" shall mean any day other than a Saturday, a Sunday, or a day
on  which  banking institutions in California are authorized or obligated by law
or  executive  order  to  close.

     (g)  "Close of Business" on any given date shall mean 5:00 P.M., California
time, on such date; provided, however, that, if such date is not a Business Day,
it  shall  mean 5:00 P.M., California time, on the next succeeding Business Day.

     (h)  "Common Shares" when used with reference to the Company shall mean the
shares  of  common  stock,  par  value $.001 per share, of the Company.  "Common
Shares" when used with reference to any Person other than the Company shall mean
the  capital  stock  (or equity interest) with the greatest voting power of such
other  Person  or,  if  such other Person is a Subsidiary of another Person, the
Person  or  Persons  which  ultimately  control  such  first-mentioned  Person.

     (i)  "Company"  shall  have  the  meaning  set  forth  above.

     (j)  "Distribution  Date"  shall  have  the  meaning set forth in Section 3
hereof.

     (k)  "Exchange  Act"  shall  mean  the  Securities Exchange Act of 1934, as
amended.

     (l)  "Exchange  Ratio"  shall  have  the meaning set forth in Section 24(a)
hereof.

     (m)  "Final  Expiration  Date"  shall have the meaning set forth in Section
7(a)  hereof.

     (n)  "Person" shall mean any individual, firm, corporation or other entity,
and  shall  include  any  successor  (by  merger  or  otherwise) of such entity.

     (o)  "Purchase Price" shall have the meaning set forth in Section 4 hereof.

     (p)  "Record Date" shall have the meaning set forth in the preamble hereof.

     (q)  "Redemption  Date"  shall  have  the meaning set forth in Section 7(a)
hereof.

     (r)  "Redemption  Price"  shall have the meaning set forth in Section 23(a)
hereof.

     (s)  "Right"  shall  have  the  meaning  set  forth in the preamble hereof.

     (t)  "Right  Certificate"  shall have the meaning set forth in Section 3(a)
hereof.

     (u) "Rights Agent" shall have the meaning set forth in the preamble hereof.

     (v)  "Security"  shall  have the meaning set forth in Section 11(d) hereof.


<PAGE>
     (w)  "Shares  Acquisition  Date"  shall  mean  the  first  date  of  public
announcement  by the Company or an Acquiring Person that an Acquiring Person has
become  such.

     (x)  "Subsidiary"  of any Person shall mean any corporation or other entity
of  which  a  majority  of  the  voting power of the voting equity securities or
equity  interest  is  owned,  directly  or  indirectly,  by  such  Person.

     (y)  "Summary  of  Rights" shall have the meaning set forth in Section 3(b)
hereof.

     (z) "Trading Day" shall have the meaning set forth in Section 11(d) hereof.

     SECTION  2.  APPOINTMENT  OF  RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall, prior to the Distribution Date, also
be the holders of the Common Shares) in accordance with the terms and conditions
hereof,  and  the  Rights Agent hereby accepts such appointment. The Company may
from  time  to  time  appoint  such co-Rights Agents as it may deem necessary or
desirable.

     SECTION  3.  ISSUE  OF RIGHT CERTIFICATES. (a) Until the earlier of (i) the
tenth  day  after the Shares Acquisition Date or (ii) the tenth Business Day (or
such  later  date as may be determined by action of the Board of Directors prior
to  such  time  as any Person becomes an Acquiring Person) after the date of the
commencement  by  any  Person  (other  than  the  Company, any Subsidiary of the
Company,  any  employee  benefit plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of any
such  plan)  of,  or  of  the  first public announcement of the intention of any
Person  (other  than  the  Company,  any Subsidiary of the Company, any employee
benefit  plan  of the Company or of any Subsidiary of the Company, or any entity
holding  Common  Shares  for  or  pursuant  to  the  terms  of any such plan) to
commence,  a  tender or exchange offer the consummation of which would result in
any  Person  becoming  the  Beneficial  Owner  of  Common  Shares of the Company
aggregating  15%  or  more of the then outstanding Common Shares (the earlier of
such  dates being herein referred to as the "Distribution Date"), (x) the Rights
will  be  evidenced  (subject  to  the provisions of Section 3(b) hereof) by the
certificates  for  Common  Shares registered in the names of the holders thereof
(which  certificates  shall  also be deemed to be Right Certificates) and not by
separate  Right  Certificates,  and  (y) the right to receive Right Certificates
will  be transferable only in connection with the transfer of Common Shares.  As
soon  as  practicable  after the Distribution Date, the Company will prepare and
execute,  the  Rights Agent will countersign, and the Company will send or cause
to  be  sent  (and  the  Rights  Agent will, if requested, send) by first-class,
postage-prepaid  mail, to each record holder of Common Shares as of the Close of
Business  on  the  Distribution Date, at the address of such holder shown on the
records  of  the  Company,  a  Right  Certificate,  in substantially the form of
Exhibit  A  hereto (a "Right Certificate"), evidencing one Right for each Common
Share  so  held.  From  and  after  the  Distribution  Date,  the Rights will be
evidenced  solely  by  such  Right  Certificates.


<PAGE>
     (b)  On  the Record Date, or as soon as practicable thereafter, the Company
will  send a copy of a Summary of Rights, in substantially the form of Exhibit B
hereto  (the "Summary of Rights"), by first-class, postage-prepaid mail, to each
record  holder  of Common Shares as of the Close of Business on the Record Date,
at  the address of such holder shown on the records of the Company. With respect
to  certificates  for Common Shares outstanding as of the Record Date, until the
Distribution  Date, the Rights will be evidenced by such certificates registered
in  the  names  of  the  holders  thereof together with a copy of the Summary of
Rights  attached  thereto.  Until  the  Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for transfer of any
certificate  for Common Shares outstanding on the Record Date, with or without a
copy  of  the  Summary  of  Rights  attached  thereto, shall also constitute the
transfer  of  the  Rights associated with the Common Shares represented thereby.

     (c)  Certificates  for  Common  Shares which become outstanding (including,
without limitation, reacquired Common Shares referred to in the last sentence of
this  paragraph  (c))  after  the  Record  Date but prior to the earliest of the
Distribution  Date, the Redemption Date or the Final Expiration Date, shall have
impressed  on, printed on, written on or otherwise affixed to them the following
legend:

"This  certificate  also  evidences  and  entitles  the holder hereof to certain
rights  as  set  forth  in a Rights Agreement between Tri-Valley Corporation and
_______________________, dated as of November 19, 1999 (the "Rights Agreement"),
the  terms  of  which  are hereby incorporated herein by reference and a copy of
which  is  on file at the principal executive offices of Tri-Valley Corporation.
Under  certain  circumstances, as set forth in the Rights Agreement, such Rights
will  be  evidenced  by separate certificates and will no longer be evidenced by
this  certificate.  Tri-Valley  Corporation  will  mail  to  the  holder of this
certificate  a  copy  of  the Rights Agreement without charge after receipt of a
written  request  thereof.  Under  certain  circumstances,  as  set forth in the
Rights  Agreement,  Rights  issued to any Person who becomes an Acquiring Person
(as  defined  in  the  Rights  Agreement)  may  become  null  and  void."

     With  respect  to  such certificates containing the foregoing legend, until
the  Distribution Date, the Rights associated with the Common Shares represented
by  such  certificates  shall  be  evidenced by such certificates alone, and the
surrender  for  transfer  of  any  such  certificate  shall  also constitute the
transfer of the Rights associated with the Common Shares represented thereby. In
the  event  that  the  Company purchases or acquires any Common Shares after the
Record  Date but prior to the Distribution Date, any Rights associated with such
Common  Shares  shall  be deemed cancelled and retired so that the Company shall
not  be  entitled to exercise any Rights associated with the Common Shares which
are  no  longer  outstanding.


<PAGE>
     SECTION  4.  FORM  OF  RIGHT  CERTIFICATES. The Right Certificates (and the
forms  of  election to purchase Preferred Shares and of assignment to be printed
on  the reverse thereof) shall be substantially the same as Exhibit A hereto and
may have such marks of identification or designation and such legends, summaries
or  endorsements  printed thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply  with  any  applicable  law  or with any rule or regulation made pursuant
thereto  or  with  any  rule  or  regulation  of any stock exchange or automated
quotation  system  on  which  the  Rights may from time to time be listed, or to
conform  to  usage.  Subject  to  the provisions of Section 22 hereof, the Right
Certificates shall entitle the holders thereof to purchase such number of Common
Shares  of  the  Company  as  shall be set forth therein at the price per Common
Share  set  forth  therein (the "Purchase Price"), but the number of such Common
Shares and the Purchase Price shall be subject to adjustment as provided herein.

     SECTION  5. COUNTERSIGNATURE AND REGISTRATION. The Right Certificates shall
be  executed  on  behalf  of the Company by its Chairman of the Board, its Chief
Executive  Officer, its President, any of its Vice Presidents, or its Treasurer,
either  manually  or  by  facsimile  signature,  shall  have affixed thereto the
Company's seal or a facsimile thereof, and shall be attested by the Secretary or
an  Assistant  Secretary  of  the  Company,  either  manually  or  by  facsimile
signature.  The Right Certificates shall be manually countersigned by the Rights
Agent  and  shall not be valid for any purpose unless countersigned. In case any
officer of the Company who shall have signed any of the Right Certificates shall
cease  to  be  such officer of the Company before countersignature by the Rights
Agent  and  issuance  and  delivery  by  the  Company,  such Right Certificates,
nevertheless,  may be countersigned by the Rights Agent and issued and delivered
by  the  Company  with  the  same  force and effect as though the individual who
signed such Right Certificates had not ceased to be such officer of the Company;
and  any  Right  Certificate  may  be  signed  on  behalf  of the Company by any
individual  who,  at the actual date of the execution of such Right Certificate,
shall be a proper officer of the Company to sign such Right Certificate although
at  the date of the execution of this Agreement any such individual was not such
an  officer.

     Following  the Distribution Date, the Rights Agent will keep or cause to be
kept,  at its principal office, books for registration and transfer of the Right
Certificates  issued hereunder. Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
on  its face by each of the Right Certificates and the date of each of the Right
Certificates.


<PAGE>
     SECTION  6.  TRANSFER,  SPLIT  UP,  COMBINATION  AND  EXCHANGE  OF  RIGHT
CERTIFICATES;  MUTILATED,  DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject
to  the provisions of Section 14 hereof, at any time after the Close of Business
on  the  Distribution  Date,  and  at  or  prior to the Close of Business on the
earlier  of  the  Redemption  Date  or  the  Final  Expiration  Date,  any Right
Certificate  or  Right  Certificates (other than Right Certificates representing
Rights  that  have become void pursuant to Section 11(a)(ii) hereof or that have
been  exchanged  pursuant  to  Section  24 hereof) may be transferred, split up,
combined, or exchanged for another Right Certificate or other Right Certificates
entitling  the  registered  holder to purchase a like number of Common Shares as
the  Right  Certificate  or  Right  Certificates  surrendered then entitled such
holder  to  purchase.  Any  registered  holder  desiring  to transfer, split up,
combine  or exchange any Right Certificate or Right Certificates shall make such
request  in writing delivered to the Rights Agent, and shall surrender the Right
Certificate  or  Right  Certificates  to  be  transferred, split up, combined or
exchanged  at  the  principal  office  of the Rights Agent. Thereupon the Rights
Agent  shall  countersign  and  deliver  to  the Person entitled thereto a Right
Certificate  or  Right  Certificates,  as  the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or governmental
charge  that  may  be  imposed  in  connection  with  any  transfer,  split  up,
combination  or  exchange  of  Right  Certificates.

     Upon  receipt  by  the  Company and the Rights Agent of evidence reasonably
satisfactory  to  them  of the loss, theft, destruction or mutilation of a Right
Certificate,  and,  in  case  of  loss,  theft  or  destruction, of indemnity or
security  reasonably  satisfactory  to  them,  and,  at  the  Company's request,
reimbursement  to  the  Company  and the Rights Agent of all reasonable expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the  Right  Certificate  if  mutilated,  the Company will make and deliver a new
Right  Certificate  of  like  tenor  to  the  Rights  Agent  for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

     SECTION  7.  EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
(a)  The  registered  holder  of  any  Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein), in whole or in part, at
any  time  after the Distribution Date, upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to  the  Rights Agent at the principal office of the Rights Agent, together with
payment  of  the Purchase Price for each Common Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on September
30,  2009,  (the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed  as provided in Section 23 hereof (the "Redemption Date"), or (iii) the
time  at  which  such  Rights  are  exchanged  as provided in Section 24 hereof.

     (b)  The  Purchase  Price for each Common Share purchasable pursuant to the
exercise  of  a  Right  shall  initially be $0.01 per Common Share, and shall be
subject  to adjustment from time to time as provided in Section 11 or 13 hereof,
and  shall  be  payable  in  lawful  money  of  the  United States of America in
accordance  with  paragraph  (c)  below.


<PAGE>
     (c)  Upon  receipt  of a Right Certificate representing exercisable Rights,
with  the  form of election to purchase duly executed, accompanied by payment of
the  Purchase  Price  for  the shares to be purchased and an amount equal to any
applicable  transfer  tax  required  to  be  paid  by  the  holder of such Right
Certificate  in  accordance  with Section 9 hereof by certified check, cashier's
check or money order payable to the order of the Company, the Rights Agent shall
thereupon  promptly  (i)  (A)  requisition from any transfer agent of the Common
Shares  certificates  for  the  number  of Common Shares to be purchased and the
Company hereby irrevocably authorizes any such transfer agent to comply with all
such  requests, or (B) requisition from the depositary agent depositary receipts
representing  such number of Common Shares as are to be purchased (in which case
certificates  for  the  Common  Shares  represented  by  such  receipts shall be
deposited by the transfer agent of the Common Shares with such depositary agent)
and  the  Company  hereby  directs  such  depositary  agent  to comply with such
request;  (ii) when appropriate, requisition from the Company the amount of cash
to  be  paid in lieu of issuance of fractional shares in accordance with Section
14  hereof;  (iii)  promptly  after  receipt  of such certificates or depositary
receipts,  cause the same to be delivered to or upon the order of the registered
holder  of  such  Right  Certificate, registered in such name or names as may be
designated  by  such  holder; and (iv) when appropriate, after receipt, promptly
deliver  such  cash  to or upon the order of the registered holder of such Right
Certificate.

     (d)  In  case the registered holder of any Right Certificate shall exercise
less  than  all the Rights evidenced thereby, a new Right Certificate evidencing
Rights  equivalent  to  the  Rights remaining unexercised shall be issued by the
Rights  Agent  to the registered holder of such Right Certificate or to his duly
authorized  assigns,  subject  to  the  provisions  of  Section  14  hereof.

     SECTION  8.  CANCELLATION  AND DESTRUCTION OF RIGHT CERTIFICATES. All Right
Certificates  surrendered  for  the  purpose  of  exercise,  transfer, split up,
combination  or  exchange  shall, if surrendered to the Company or to any of its
agents,  be delivered to the Rights Agent for cancellation or in cancelled form,
or,  if  surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates  shall  be  issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent  for cancellation and retirement, and the Rights Agent shall so cancel and
retire,  any  other  Right  Certificate  purchased  or  acquired  by the Company
otherwise  than  upon  the  exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the written request of
the Company, destroy such cancelled Right Certificates, and, in such case, shall
deliver  a  certificate  of  destruction  thereof  to  the  Company.

     SECTION  9. AVAILABILITY OF COMMON SHARES. The Company covenants and agrees
that  it  will cause to be reserved and kept available out of its authorized and
unissued  Common Shares or any Common Shares held in its treasury, the number of
Common  Shares  that  will  be  sufficient to permit the exercise in full of all
outstanding  Rights  in  accordance  with  Section  7. The Company covenants and
agrees  that it will take all such action as may be necessary to ensure that all
Common  Shares  delivered upon exercise of Rights shall, at the time of delivery
of  the  certificates for such Common Shares (subject to payment of the Purchase
Price),  be  duly  and  validly  authorized  and  issued  and  fully  paid  and
nonassessable  shares.


<PAGE>
                 The  Company further covenants and agrees that it will pay when
due  and  payable any and all federal and state transfer taxes and charges which
may  be payable in respect of the issuance or delivery of the Right Certificates
or  of  any  Common  Shares  upon the exercise of Rights. The Company shall not,
however,  be required to pay any transfer tax which may be payable in respect of
any  transfer  or  delivery of Right Certificates to a Person other than, or the
issuance  or  delivery  of  certificates  or  depositary receipts for the Common
Shares  in  a  name  other  than  that  of,  the  registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any  certificates  or depositary receipts for Common Shares upon the exercise of
any  Rights  until any such tax shall have been paid (any such tax being payable
by  the  holder  of such Right Certificate at the time of surrender) or until it
has  been  established to the Company's reasonable satisfaction that no such tax
is  due.

     SECTION  10.  COMMON  SHARES  RECORD  DATE.  Each  Person in whose name any
certificate  for  Common  Shares is issued upon the exercise of Rights shall for
all  purposes be deemed to have become the holder of record of the Common Shares
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
the  Purchase  Price  (and  any  applicable  transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Common  Shares  transfer  books  of the Company are closed, such Person shall be
deemed  to have become the record holder of such shares on, and such certificate
shall  be  dated,  the  next  succeeding Business Day on which the Common Shares
transfer  books  of  the  Company  are open. Prior to the exercise of the Rights
evidenced  thereby,  the  holder of a Right Certificate shall not be entitled to
any  rights  of  a  holder  of  Common  Shares  for  which  the  Rights shall be
exercisable,  including,  without  limitation,  the  right  to  vote, to receive
dividends or other distributions or to exercise any preemptive rights, and shall
not  be entitled to receive any notice of any proceedings of the Company, except
as  provided  herein.

     SECTION  11.  ADJUSTMENT  OF  PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS.  The  Purchase  Price, the number of Common Shares covered by each Right
and the number of Rights outstanding are subject to adjustment from time to time
as  provided  in  this  Section  11.

     (a)     (i)  In  the  event the Company shall at any time after the date of
this  Agreement  (A)  declare  a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding
Common  Shares into a smaller number of Common Shares or (D) issue any shares of
its capital stock in a reclassification of the Common Shares (including any such
reclassification  in  connection  with  a  consolidation  or merger in which the
Company  is  the  continuing  or  surviving  corporation),  except  as otherwise
provided  in this Section 11(a), the Purchase Price in effect at the time of the
record  date  for  such  dividend  or of the effective date of such subdivision,
combination  or  reclassification,  and the number and kind of shares of capital
stock  issuable  on  such  date,  shall  be proportionately adjusted so that the
holder  of  any Right exercised after such time shall be entitled to receive the
aggregate  number  and  kind of shares of capital stock which, if such Right had
been  exercised  immediately  prior  to  such date and at a time when the Common
Shares  transfer  books  of the Company were open, he would have owned upon such
exercise  and  been entitled to receive by virtue of such dividend, subdivision,
combination  or  reclassification; provided, however, that in no event shall the
consideration  to  be  paid  upon  the  exercise  of  one Right be less than the
aggregate  par value of the shares of capital stock of the Company issuable upon
exercise  of  one  Right.


<PAGE>
     (ii)  In the event that any Person shall become an Acquiring Person and the
Rights  shall  then  be outstanding, the Company shall not take any action which
would  eliminate or diminish the benefits intended to be afforded by the Rights.
From  and  after  the  occurrence  of  such  event,  any Rights that are or were
acquired  or  beneficially  owned  by  any Acquiring Person (or any Associate or
Affiliate  of such Acquiring Person) shall be void and any holder of such Rights
shall  thereafter  have  no right to exercise such Rights under any provision of
this  Agreement. No Right Certificate shall be issued pursuant to Section 3 that
represents  Rights  beneficially owned by an Acquiring Person whose Rights would
be  void  pursuant  to  the  preceding  sentence,  or any Associate or Affiliate
thereof;  no  Right Certificate shall be issued at any time upon the transfer of
any  Rights  to  an  Acquiring Person whose Rights would be void pursuant to the
preceding  sentence  or  any Associate or Affiliate thereof or to any nominee of
such  Acquiring  Person,  Associate  or  Affiliate;  and  any  Right Certificate
delivered  to  the Rights Agent for transfer to an Acquiring Person whose Rights
would  be  void  pursuant  to  the  preceding  sentence  shall  be  cancelled.

     (iii)  In the event that there shall not be sufficient Common Shares issued
but not outstanding or authorized but unissued to permit the exercise in full of
the  Rights  in  accordance with this agreement, the Company shall take all such
action  as  may  be necessary to authorize additional Common Shares for issuance
upon  exercise  of  the  Rights.

     (b) In case the Company shall fix a record date for the issuance of rights,
options  or warrants to all holders of Common Shares entitling them to subscribe
for  or purchase Common Shares or securities convertible into Common Shares at a
price  per  Common  Share (or having a conversion price per share, if a security
convertible  into  Common  Shares)  less  than the then current market price per
share  of  the  Common  Shares  on such record date, the Purchase Price to be in
effect  after  such  record date shall be determined by multiplying the Purchase
Price  in  effect  immediately  prior  to  such  record  date by a fraction, the
numerator  of  which  shall  be  the number of Common Shares outstanding on such
record  date plus the number of Common Shares which the aggregate offering price
of  the  total  number  of  Common Shares so to be offered (and/or the aggregate
initial  conversion  price of the convertible securities so to be offered) would
purchase  at such current market price and the denominator of which shall be the
number  of  Common  Shares  outstanding  on  such record date plus the number of
additional  Common  Shares  to  be offered for subscription or purchase (or into
which  the  convertible  securities so to be offered are initially convertible);
provided,  however, that in no event shall the consideration to be paid upon the
exercise  of  one  Right  be  less than the aggregate par value of the shares of
capital  stock  of the Company issuable upon exercise of one Right. In case such
subscription  price may be paid in a consideration part or all of which shall be
in  a  form  other  than  cash,  the  value  of  such  consideration shall be as
determined in good faith by the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights  Agent  and holders of the Rights. Common Shares owned by or held for the
account  of  the  Company shall not be deemed outstanding for the purpose of any
such  computation.  Such  adjustment  shall be made successively whenever such a
record date is fixed; and in the event that such rights, options or warrants are
not  so  issued,  the  Purchase Price shall be adjusted to be the Purchase Price
which  would  then  be  in  effect  if  such  record  date  had  not been fixed.

 (c)  In  case  the  Company  shall  fix  a  record  date  for  the  making of a
distribution  to  all  holders  of  the  Common  Shares  (including  any  such
distribution  made  in  connection  with  a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Common  Shares)  or subscription rights or warrants (excluding those referred to
in  Section  11(b) hereof), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately
prior  to  such  record  date by a fraction, the numerator of which shall be the
then  current  market  price per share of the Common Shares on such record date,
less  the  fair  market  value  (as  determined  in  good  faith by the Board of
Directors,  whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and holders of the Rights)
of  the  portion of the assets or evidences of indebtedness so to be distributed
or  of  such  subscription rights or warrants applicable to one Common Share and
the  denominator  of  which  shall be such current market price per share of the
Common Shares; provided, however, that in no event shall the consideration to be
paid  upon the exercise of one Right be less than the aggregate par value of the
shares  of capital stock of the Company to be issued upon exercise of one Right.
Such  adjustments  shall  be  made  successively  whenever such a record date is
fixed;  and  in  the  event  that such distribution is not so made, the Purchase
Price  shall  again  be adjusted to be the Purchase Price which would then be in
effect  if  such  record  date  had  not  been  fixed.

      (d) For the purpose of any computation hereunder, the current market price
per  share  of any security (a "Security" for the purpose of this Section 11(d))
on  any  date  shall be deemed to be the average of the daily closing prices per
share  of such Security for the 30 consecutive Trading Days immediately prior to
such  date. The closing price for each day shall be the last sale price, regular
way,  or,  in  case  no  such  sale  takes place on such day, the average of the
closing  bid  and  asked prices, regular way, in either case, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Security
is not listed or admitted to trading on the New York Stock Exchange, as reported
in  the  principal  consolidated  transaction  reporting  system with respect to
securities  listed  on  the  principal national securities exchange on which the
Security  is  listed or admitted to trading or, if the Security is not listed or
admitted  to  trading on any national securities exchange, the last quoted price
or,  if  not  so quoted, the average of the high bid and low asked prices in the
over-the-  counter  market,  as  reported  on the Nasdaq National Market or such
other  system then in use, or, if on any such date the Security is not quoted by
any  such  organization,  the  average  of  the  closing bid and asked prices as
furnished  by  a  professional  market  maker  making  a  market in the Security
selected  by  the Board of Directors. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the Security is listed
or  admitted  to  trading  is  open  for  the transaction of business or, if the
Security  is  not  listed  or  admitted  to  trading  on any national securities
exchange,  a  Business  Day.


<PAGE>
     (e)  No  adjustment  in  the  Purchase  Price shall be required unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11(e)  are  not  required  to  be  made  shall be carried forward and taken into
account  in  any  subsequent  adjustment. All calculations under this Section 11
shall  be  made  to  the  nearest cent or to the nearest one one-hundredths of a
Common  Share  or  one ten-thousandth of any other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years  from  the  date of the transaction which requires such adjustment or (ii)
the  date  of  the  expiration  of  the  right  to  exercise  any  Rights.

     (f)  If as a result of an adjustment made pursuant to Section 11(a) hereof,
the  holder  of  any Right thereafter exercised shall become entitled to receive
any  shares of capital stock of the Company other than Common Shares, thereafter
the  number  of such other shares so receivable upon exercise of any Right shall
be  subject  to  adjustment from time to time in a manner and on terms as nearly
equivalent  as  practicable  to the provisions with respect to the Common Shares
contained  in  Section  11(a)  through  (c),  inclusive,  and  the provisions of
Sections  7,  9, 10 and 13 with respect to the Common Shares shall apply on like
terms  to  any  such  other  shares.

     (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment  made  to  the  Purchase  Price hereunder shall evidence the right to
purchase,  at  the  adjusted  Purchase  Price,  the  number  of  Common  Shares
purchasable from time to time hereunder upon exercise of the Rights, all subject
to  further  adjustment  as  provided  herein.

     (h)  Unless  the  Company  shall have exercised its election as provided in
Section  11(i),  upon  each  adjustment of the Purchase Price as a result of the
calculations  made in Sections 11(b) and (c), each Right outstanding immediately
prior  to  the  making of such adjustment shall thereafter evidence the right to
purchase,  at  the  adjusted  Purchase  Price,  that  number  of  Common  Shares
(calculated to the nearest one one-hundredths of a Common Share) obtained by (A)
multiplying (x) the number of Common Shares covered by a Right immediately prior
to this adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (B) dividing the product so obtained by the
Purchase  Price  in  effect  immediately  after  such adjustment of the Purchase
Price.


<PAGE>
     (i)  The  Company  may  elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights in substitution for any adjustment
in the number of Common Shares purchasable upon the exercise of a Right. Each of
the  Rights  outstanding  after such adjustment of the number of Rights shall be
exercisable  for  the  number of Common Shares for which a Right was exercisable
immediately  prior  to  such adjustment. Each Right held of record prior to such
adjustment  of  the  number  of  Rights  shall  become  that  number  of  Rights
(calculated to the nearest one one-thousandth) obtained by dividing the Purchase
Price  in  effect  immediately  prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust the number of
Rights,  indicating  the  record  date  for the adjustment, and, if known at the
time,  the amount of the adjustment to be made. This record date may be the date
on which the Purchase Price is adjusted or any day thereafter, but, if the Right
Certificates  have been issued, shall be at least 10 days later than the date of
the  public  announcement.  If  Right  Certificates  have been issued, upon each
adjustment  of  the number of Rights pursuant to this Section 11(i), the Company
shall,  as promptly as practicable, cause to be distributed to holders of record
of Right Certificates on such record date Right Certificates evidencing, subject
to  Section  14  hereof,  the  additional  Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause  to  be  distributed  to  such  holders  of  record  in  substitution  and
replacement for the Right Certificates held by such holders prior to the date of
adjustment,  and  upon  surrender thereof, if required by the Company, new Right
Certificates  evidencing  all the Rights to which such holders shall be entitled
after  such adjustment. Right Certificates so to be distributed shall be issued,
executed  and  countersigned  in  the  manner  provided  for herein and shall be
registered  in  the  names of the holders of record of Right Certificates on the
record  date  specified  in  the  public  announcement.

     (j)  Irrespective  of any adjustment or change in the Purchase Price or the
number  of  Common  Shares  issuable  upon the exercise of the Rights, the Right
Certificates  theretofore  and  thereafter  issued  may  continue to express the
Purchase  Price  and  the  number  of  Common Shares which were expressed in the
initial  Right  Certificates  issued  hereunder.

     (k)  Before  taking  any action that would cause an adjustment reducing the
Purchase  Price  below the then par value, if any, of the Common Shares issuable
upon  exercise  of the Rights, the Company shall take any corporate action which
may,  in  the opinion of its counsel, be necessary in order that the Company may
validly  and  legally  issue  fully paid and nonassessable Common Shares at such
adjusted  Purchase  Price.

     (l)  In  any case in which this Section 11 shall require that an adjustment
in  the  Purchase  Price  be  made effective as of a record date for a specified
event,  the  Company  may  elect to defer until the occurrence of such event the
issuing  to  the  holder  of  any  Right exercised after such record date of the
Common  Shares  and  other  capital  stock or securities of the Company, if any,
issuable  upon  such exercise over and above the Common Shares and other capital
stock  or  securities of the Company, if any, issuable upon such exercise on the
basis  of  the  Purchase  Price  in  effect  prior to such adjustment; provided,
however,  that  the  Company  shall  deliver  to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares  upon  the  occurrence  of  the  event  requiring  such  adjustment.

     (m)  Anything  in  this  Section  11  to  the contrary notwithstanding, the
Company  shall  be  entitled  to  make such reductions in the Purchase Price, in
addition  to  those adjustments expressly required by this Section 11, as and to
the  extent  that it, in its sole discretion, shall determine to be advisable in
order  that  any  consolidation  or  subdivision  of the Common Shares, issuance
wholly  for  cash  of  any  Common Shares at less than the current market price,
issuance wholly for cash of Common Shares or securities which by their terms are
convertible  into  or exchangeable for Common Shares, dividends on Common Shares
payable  in Common Shares or issuance of rights, options or warrants referred to
hereinabove  in  Section  11(b), hereafter made by the Company to holders of its
Common  Shares  shall  not  be  taxable  to  such  stockholders.


<PAGE>
     (n)  In  the  event  that  at any time after the date of this Agreement and
prior  to  the  Distribution  Date,  the  Company  shall  (i) declare or pay any
dividend  on  the  Common  Shares  payable  in  Common  Shares, or (ii) effect a
subdivision,  combination  or  consolidation  of  the  Common  Shares  (by
reclassification  or  otherwise  than  by payment of dividends in Common Shares)
into  a greater or lesser number of Common Shares, then in any such case (A) the
number  of  Common  Shares  purchasable after such event upon proper exercise of
each  Right  shall  be  determined by multiplying the number of Common Shares so
purchasable  immediately  prior  to  such  event by a fraction, the numerator of
which  is  the number of Common Shares outstanding immediately before such event
and  the  denominator  of  which  is  the  number  of  Common Shares outstanding
immediately  after such event, and (B) each Common Share outstanding immediately
after  such  event  shall  have  issued with respect to it that number of Rights
which  each  Common Share outstanding immediately prior to such event had issued
with  respect to it. The adjustments provided for in this Section 11(n) shall be
made  successively  whenever  such  a  dividend  is  declared  or paid or such a
subdivision,  combination  or  consolidation  is  effected.

     SECTION  12.  CERTIFICATE  OF  ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever  an  adjustment  is  made  as  provided in Section 11 or 13 hereof, the
Company  shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the  Rights  Agent  and  with  each  transfer agent for the Common Shares or the
Common Shares a copy of such certificate and (c) mail a brief summary thereof to
each  holder  of  a  Right  Certificate  in  accordance  with Section 25 hereof.


<PAGE>
     SECTION  13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING
POWER.  In  the  event,  directly  or indirectly, at any time after a Person has
become  an  Acquiring  Person,  (a) the Company shall consolidate with, or merge
with  and  into,  any  other  Person,  (b) any Person shall consolidate with the
Company,  or  merge  with  and  into  the  Company  and the Company shall be the
continuing  or surviving corporation of such merger and, in connection with such
merger,  all or part of the Common Shares shall be changed into or exchanged for
stock  or  other  securities of any other Person (or the Company) or cash or any
other  property,  or (c) the Company shall sell or otherwise transfer (or one or
more  of  its  Subsidiaries  shall  sell  or otherwise transfer), in one or more
transactions,  assets  or earning power aggregating 50% or more of the assets or
earning  power  of  the  Company  and its Subsidiaries (taken as a whole) to any
other  Person  other  than  the  Company  or  one  or  more  of its wholly owned
Subsidiaries,  then,  and  in  each such case, proper provision shall be made so
that  (i)  each  holder  of  a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of Common Shares for
which  a  Right  is then exercisable, such number of Common Shares of such other
Person  (including  the  Company  as  successor  thereto  or  as  the  surviving
corporation)  as  shall  equal  the  result obtained by (A) multiplying the then
current  Purchase Price by the number of Common Shares for which a Right is then
exercisable  and  dividing  that  product  by (B) 50% of the then current market
price  per  share of the Common Shares of such other Person (determined pursuant
to  Section  11(d)  hereof)  on  the date of consummation of such consolidation,
merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter
be  liable  for, and shall assume, by virtue of such consolidation, merger, sale
or  transfer,  all  the  obligations  and duties of the Company pursuant to this
Agreement;  (iii) the term "Company" shall thereafter be deemed to refer to such
issuer;  and  (iv) such issuer shall take such steps (including, but not limited
to,  the  reservation  of a sufficient number of its Common Shares in accordance
with  Section 9 hereof) in connection with such consummation as may be necessary
to  assure  that the provisions hereof shall thereafter be applicable, as nearly
as  reasonably  may  be, in relation to the Common Shares thereafter deliverable
upon  the  exercise  of  the  Rights.  The Company shall not consummate any such
consolidation,  merger,  sale  or  transfer unless prior thereto the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental
agreement  so providing. The Company shall not enter into any transaction of the
kind referred to in this Section 13 if at the time of such transaction there are
any rights, warrants, instruments or securities outstanding or any agreements or
arrangements  which,  as a result of the consummation of such transaction, would
eliminate  or substantially diminish the benefits intended to be afforded by the
Rights.  The  provisions  of this Section 13 shall similarly apply to successive
mergers  or  consolidations  or  sales  or  other  transfers.

     SECTION  14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company shall
not be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates with regard to which
such  fractional  Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right. For the purposes
of  this  Section  14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which  such  fractional  Rights  would have been otherwise issuable. The closing
price for any day shall be the last sale price, regular way, or, in case no such
sale  takes  place on such day, the average of the closing bid and asked prices,
regular  way,  in  either  case,  as  reported  in  the  principal  consolidated
transaction  reporting  system  with respect to securities listed or admitted to
trading  on  the  New  York  Stock  Exchange or, if the Rights are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated  transaction  reporting system with respect to securities listed on
the  principal  national  securities  exchange on which the Rights are listed or
admitted  to  trading or, if the Rights are not listed or admitted to trading on
any  national  securities  exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as  reported  on the Nasdaq National Market or such other system then in use or,
if  on  any  such  date  the Rights are not quoted by any such organization, the
average  of  the  closing  bid  and  asked prices as furnished by a professional
market  maker  making a market in the Rights selected by the Board of Directors.
If  on  any such date no such market maker is making a market in the Rights, the
fair  value  of the Rights on such date as determined in good faith by the Board
of  Directors  shall  be  used.


<PAGE>
     (b)  The  Company shall not be required to issue fractions of Common Shares
upon  exercise  of  the  Rights  or  to  distribute  certificates which evidence
fractional  Common  Shares.  In  lieu  of  fractional Common Shares, the Company
shall  pay  to  the  registered  holders  of Right Certificates at the time such
Rights  are  exercised  as  herein  provided an amount in cash equal to the same
fraction  of  the  current market value of one Common Share. For the purposes of
this  Section  14(b),  the  current  market value of a Common Share shall be the
closing price of a Common Share (as determined pursuant to Section 11(d) hereof)
for  the  Trading  Day  immediately  prior  to  the  date  of  such  exercise.

     (c)  The  holder of a Right by the acceptance of the Right expressly waives
his  right  to  receive  any  fractional  Rights  or  any fractional shares upon
exercise  of  a  Right  (except  as  provided  above).

     SECTION  15.  RIGHTS  OF  ACTION.  All  rights of action in respect of this
Agreement,  excepting  the  rights  of  action  given  to the Rights Agent under
Section  18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the  Distribution Date, of the Common Shares), without the consent of the Rights
Agent  or  of  the  holder  of  any  other  Right  Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the  Company  to  enforce, or otherwise act in respect of, his right to
exercise  the  Rights evidenced by such Right Certificate in the manner provided
in  such Right Certificate and in this Agreement. Without limiting the foregoing
or  any  remedies  available  to  the  holders  of  Rights,  it  is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the  obligations  under,  and  injunctive  relief  against  actual or threatened
violations  of  the  obligations  of  any  Person  subject  to  this  Agreement.

     SECTION  16.  AGREEMENT  OF  RIGHT  HOLDERS.  Every  holder  of a Right, by
accepting  the  same,  consents and agrees with the Company and the Rights Agent
and  with  every  other  holder  of  a  Right  that:

     (a) prior to the Distribution Date, the Rights will be transferable only in
connection  with  the  transfer  of  the  Common  Shares;

     (b)  after  the  Distribution Date, the Right Certificates are transferable
only  on  the registry books of the Rights Agent if surrendered at the principal
office  of the Rights Agent, duly endorsed or accompanied by a proper instrument
of  transfer;  and

     (c) the Company and the Rights Agent may deem and treat the person in whose
name  the  Right Certificate (or, prior to the Distribution Date, the associated
Common  Shares  certificate)  is registered as the absolute owner thereof and of
the  Rights  evidenced  thereby  (notwithstanding  any notations of ownership or
writing  on  the  Right  Certificate or the associated Common Shares certificate
made  by  anyone  other  than  the Company or the Rights Agent) for all purposes
whatsoever,  and  neither  the Company nor the Rights Agent shall be affected by
any  notice  to  the  contrary.


<PAGE>
     SECTION  17.  RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No holder,
as  such,  of any Right Certificate shall be entitled to vote, receive dividends
or  be  deemed  for  any  purpose  the  holder of the Common Shares or any other
securities  of  the Company which may at any time be issuable on the exercise of
the  Rights  represented  thereby, nor shall anything contained herein or in any
Right  Certificate  be  construed  to  confer  upon  the  holder  of  any  Right
Certificate,  as  such, any of the rights of a stockholder of the Company or any
right  to  vote  for  the  election of directors or upon any matter submitted to
stockholders  at  any  meeting  thereof,  or  to give or withhold consent to any
corporate  action,  or  to receive notice of meetings or other actions affecting
stockholders  (except as provided in Section 25 hereof), or to receive dividends
or  subscription  rights,  or  otherwise, until the Right or Rights evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions  hereof.

     SECTION  18.  CONCERNING THE RIGHTS AGENT. The Company agrees to pay to the
Rights  Agent  reasonable compensation for all services rendered by it hereunder
and,  from  time to time, on demand of the Rights Agent, its reasonable expenses
and  counsel  fees  and  other  disbursements incurred in the administration and
execution  of  this  Agreement  and  the  exercise and performance of its duties
hereunder.  The  Company  also  agrees to indemnify the Rights Agent for, and to
hold  it  harmless  against,  any  loss,  liability, or expense incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything  done  or omitted by the Rights Agent in connection with the acceptance
and  administration  of  this  Agreement,  including  the  costs and expenses of
defending  against  any  claim  of  liability  in  the  premises.

                 The  Rights  Agent  shall  be  protected  and  shall  incur  no
liability  for,  or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon any Right
Certificate  or  certificate for the Common Shares or Common Shares or for other
securities  of  the  Company,  instrument  of  assignment  or transfer, power of
attorney,  endorsement,  affidavit,  letter,  notice,  direction,  consent,
certificate,  statement, or other paper or document believed by it to be genuine
and  to  be  signed, executed and, where necessary, verified or acknowledged, by
the  proper  person  or  persons, or otherwise upon the advice of counsel as set
forth  in  Section  20  hereof.


<PAGE>
     SECTION  19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. Any
corporation  into  which  the  Rights Agent or any successor Rights Agent may be
merged  or  with which it may be consolidated, or any corporation resulting from
any  merger  or  consolidation to which the Rights Agent or any successor Rights
Agent  shall  be a party, or any corporation succeeding to the stock transfer or
corporate  trust powers of the Rights Agent or any successor Rights Agent, shall
be  the successor to the Rights Agent under this Agreement without the execution
or  filing  of  any  paper  or any further act on the part of any of the parties
hereto;  provided  that  such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the
time  such  successor  Rights  Agent shall succeed to the agency created by this
Agreement,  any  of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor  Rights  Agent and deliver such Right Certificates so countersigned;
and,  in  case  at  that  time any of the Right Certificates shall not have been
countersigned,  any  successor  Rights  Agent  may  countersign  such  Right
Certificates  either  in the name of the predecessor Rights Agent or in the name
of  the  successor  Rights  Agent; and in all such cases such Right Certificates
shall  have  the  full  force  provided  in  the  Right Certificates and in this
Agreement.

     In  case  at  any time the name of the Rights Agent shall be changed and at
such  time  any  of the Right Certificates shall have been countersigned but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the  Right  Certificates shall not have been countersigned, the Rights Agent may
countersign  such  Right Certificates either in its prior name or in its changed
name;  and  in  all such cases such Right Certificates shall have the full force
provided  in  the  Right  Certificates  and  in  this  Agreement.

     SECTION  20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties
and  obligations  imposed  by  this  Agreement  upon  the  following  terms  and
conditions,  by  all of which the Company and the holders of Right Certificates,
by  their  acceptance  thereof,  shall  be  bound:

     (a)  The  Rights  Agent  may  consult  with legal counsel (who may be legal
counsel  for  the  Company),  and  the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or  omitted  by  it  in  good  faith  and  in  accordance  with  such  opinion.

     (b)  Whenever  in  the  performance  of its duties under this Agreement the
Rights  Agent  shall  deem  it necessary or desirable that any fact or matter be
proved  or  established  by  the Company prior to taking or suffering any action
hereunder,  such  fact  or  matter  (unless other evidence in respect thereof be
herein  specifically  prescribed)  may  be  deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer or the
Secretary of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

     (c) The Rights Agent shall be liable hereunder to the Company and any other
Person  only  for  its  own  negligence,  bad  faith  or  willful  misconduct.

     (d)  The  Rights  Agent  shall not be liable for or by reason of any of the
statements  of  fact  or  recitals  contained  in this Agreement or in the Right
Certificates  (except its countersignature thereof) or be required to verify the
same,  but all such statements and recitals are and shall be deemed to have been
made  by  the  Company  only.


<PAGE>
     (e)  The  Rights  Agent shall not be under any responsibility in respect of
the  validity of this Agreement or the execution and delivery hereof (except the
due  execution  hereof  by  the  Rights  Agent) or in respect of the validity or
execution  of  any  Right Certificate (except its countersignature thereof); nor
shall  it  be  responsible  for  any  breach  by  the Company of any covenant or
condition  contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights (including the
Rights  becoming  void  pursuant  to Section 11 hereof) or any adjustment in the
terms  of  the  Rights (including the manner, method or amount thereof) provided
for  in  Section  3,  11,  13, 23 or 24, or the ascertaining of the existence of
facts  that  would require any such change or adjustment (except with respect to
the  exercise of Rights evidenced by Right Certificates after actual notice that
such  change  or  adjustment  is required); nor shall it by any act hereunder be
deemed  to  make  any  representation  or  warranty  as  to the authorization or
reservation  of any Common Shares to be issued pursuant to this Agreement or any
Right  Certificate  or  as  to  whether  any Common Shares will, when issued, be
validly  authorized  and  issued,  fully  paid  and  nonassessable.

     (f)  The  Company  agrees  that  it  will perform, execute, acknowledge and
deliver  or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by  the  Rights  Agent for the carrying out or performing by the Rights Agent of
the  provisions  of  this  Agreement.

     (g)  The  Rights  Agent  is  hereby  authorized  and  directed  to  accept
instructions  with  respect  to the performance of its duties hereunder from any
one  of  the  Chairman of the Board, the Chief Executive Officer, the President,
any  Vice President, the Secretary or the Treasurer of the Company, and to apply
to  such  officers for advice or instructions in connection with its duties, and
it  shall  not be liable for any action taken or suffered by it in good faith in
accordance  with  instructions  of  any  such officer or for any delay in acting
while  waiting  for  those  instructions.

     (h)  The Rights Agent and any stockholder, director, officer or employee of
the  Rights Agent may buy, sell or deal in any of the Rights or other securities
of  the Company or become pecuniarily interested in any transaction in which the
Company  may  be  interested,  or  contract with or lend money to the Company or
otherwise  act as fully and freely as though it were not Rights Agent under this
Agreement.  Nothing  herein  shall  preclude the Rights Agent from acting in any
other  capacity  for  the  Company  or  for  any  other  legal  entity.

     (i)  The  Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys  or  agents,  and  the  Rights  Agent  shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents  or  for  any  loss  to the Company resulting from any such act, default,
neglect  or  misconduct, provided reasonable care was exercised in the selection
and  continued  employment  thereof.


<PAGE>
     SECTION  21.  CHANGE  OF  RIGHTS  AGENT.  The Rights Agent or any successor
Rights  Agent  may resign and be discharged from its duties under this Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of  the  Common  Shares or Common Shares by registered or certified mail, and to
the  holders  of  the  Right  Certificates  by first-class mail. The Company may
remove  the  Rights  Agent or any successor Rights Agent upon 30 days' notice in
writing,  mailed  to the Rights Agent or successor Rights Agent, as the case may
be,  and  to  each  transfer  agent  of  the  Common  Shares or Common Shares by
registered  or  certified  mail, and to the holders of the Right Certificates by
first-class  mail.  If  the  Rights  Agent  shall  resign or be removed or shall
otherwise  become  incapable of acting, the Company shall appoint a successor to
the  Rights  Agent.  If the Company shall fail to make such appointment within a
period  of  30  days  after  giving  notice of such removal or after it has been
notified  in  writing  of  such  resignation  or  incapacity by the resigning or
incapacitated  Rights  Agent or by the holder of a Right Certificate (who shall,
with  such  notice, submit his Right Certificate for inspection by the Company),
then  the  registered  holder of any Right Certificate may apply to any court of
competent  jurisdiction for the appointment of a new Rights Agent. Any successor
Rights  Agent,  whether  appointed by the Company or by such a court, shall be a
corporation  organized and doing business under the laws of the United States or
of  the State of New York (or of any other state of the United States so long as
such  corporation  is  authorized to do business as a banking institution in the
State of New York), in good standing, having an office in the State of New York,
which  is  authorized  under  such  laws  to  exercise  corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority  and  which  has  at  the  time  of  its appointment as Rights Agent a
combined  capital  and  surplus  of at least $50 million. After appointment, the
successor  Rights Agent shall be vested with the same powers, rights, duties and
responsibilities  as  if  it  had  been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the  purpose.  Not  later  than  the effective date of any such appointment, the
Company  shall  file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares or Common Shares, and mail a notice
thereof  in writing to the registered holders of the Right Certificates. Failure
to  give  any  notice  provided  for  in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of  the  Rights  Agent  or the appointment of the successor Rights Agent, as the
case  may  be.

     SECTION  22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the
provisions  of this Agreement or of the Rights to the contrary, the Company may,
at  its  option,  issue new Right Certificates evidencing Rights in such form as
may be approved by the Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the
provisions  of  this  Agreement.



<PAGE>
     SECTION  23.  REDEMPTION. (a) The Board of Directors may, at its option, at
any  time  prior  to such time as any Person becomes an Acquiring Person, redeem
all  but  not less than all of the then outstanding Rights at a redemption price
of  $.01  per  Right,  appropriately  adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such redemption
price  being  hereinafter referred to as the "Redemption Price"). The redemption
of  the  Rights by the Board of Directors may be made effective at such time, on
such  basis  and  with  such  conditions  as the Board of Directors, in its sole
discretion,  may  establish.

     (b)  Immediately  upon  the  action  of the Board of Directors ordering the
redemption  of  the  Rights  pursuant  to  paragraph (a) of this Section 23, and
without  any  further  action  and without any notice, the right to exercise the
Rights  will  terminate  and  the only right thereafter of the holders of Rights
shall be to receive the Redemption Price. The Company shall promptly give public
notice  of  any such redemption; provided, however, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption.
Within  10  days  after  such  action  of  the  Board  of Directors ordering the
redemption  of  the Rights, the Company shall mail a notice of redemption to all
the  holders  of  the  then  outstanding  Rights at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the Distribution
Date,  on  the  registry  books of the transfer agent for the Common Shares. Any
notice  which  is  mailed  in  the manner herein provided shall be deemed given,
whether  or  not  the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price will be made.
Neither  the Company nor any of its Affiliates or Associates may redeem, acquire
or  purchase  for  value  any  Rights  at any time in any manner other than that
specifically  set  forth  in  this Section 23 or in Section 24 hereof, and other
than  in connection with the purchase of Common Shares prior to the Distribution
Date.

     SECTION 24. EXCHANGE. (a) The Board of Directors may, at its option, at any
time  after  any Person becomes an Acquiring Person, exchange all or part of the
then  outstanding  and  exercisable  Rights (which shall not include Rights that
have  become  void  pursuant  to the provisions of Section 11 hereof) for Common
Shares  at  an  exchange  ratio  of  one  Common  Share per Right, appropriately
adjusted  to  reflect  any  stock  split,  stock dividend or similar transaction
occurring  after the date hereof (such exchange ratio being hereinafter referred
to  as  the  "Exchange  Ratio").  Notwithstanding  the  foregoing,  the Board of
Directors  shall  not be empowered to effect such exchange at any time after any
Person  (other  than  the  Company,  any Subsidiary of the Company, any employee
benefit  plan  of  the Company or of any Subsidiary of the Company or any entity
holding  Common  Shares for or pursuant to the terms of any such plan), together
with  all Affiliates and Associates of such Person, becomes the Beneficial Owner
of  50%  or  more  of  the  Common  Shares  then  outstanding.


<PAGE>
     (b)  Immediately  upon  the  action  of the Board of Directors ordering the
exchange  of any Rights pursuant to paragraph (a) of this Section 24 and without
any  further  action  and  without any notice, the right to exercise such Rights
shall  terminate  and the only right thereafter of a holder of such Rights shall
be  to  receive  that number of Common Shares equal to the number of such Rights
held by such holder multiplied by the Exchange Ratio. The Company shall promptly
give  public notice of any such exchange; provided, however, that the failure to
give,  or  any  defect  in,  such  notice  shall not affect the validity of such
exchange.  The  Company promptly shall mail a notice of any such exchange to all
of  the  holders  of such Rights at their last addresses as they appear upon the
registry  books  of  the  Rights Agent. Any notice which is mailed in the manner
herein  provided  shall  be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of  the  Common  Shares  for  Rights  will  be effected and, in the event of any
partial  exchange,  the  number  of  Rights which will be exchanged. Any partial
exchange  shall  be  effected pro rata based on the number of Rights (other than
Rights  which  have become void pursuant to the provisions of Section 11 hereof)
held  by  each  holder  of  Rights.

     (c)  In  the  event that there shall not be sufficient Common Shares issued
but  not outstanding or authorized but unissued to permit any exchange of Rights
as  contemplated  in accordance with this Section 24, the Company shall take all
such  action  as  may  be  necessary  to  authorize additional Common Shares for
issuance  upon  exchange  of  the  Rights.

     (d)  The  Company shall not be required to issue fractions of Common Shares
or  to  distribute certificates which evidence fractional Common Shares. In lieu
of  such  fractional  Common  Shares,  the  Company  shall pay to the registered
holders  of  the  Right Certificates with regard to which such fractional Common
Shares  would otherwise be issuable an amount in cash equal to the same fraction
of  the  current  market value of a whole Common Share. For the purposes of this
paragraph  (d),  the  current  market value of a whole Common Share shall be the
closing price of a Common Share (as determined pursuant to Section 11(d) hereof)
for  the  Trading Day immediately prior to the date of exchange pursuant to this
Section  24.

     SECTION 25. NOTICE OF CERTAIN EVENTS. (a) In case the Company shall propose
(i)  to  pay  any  dividend  payable in stock of any class to the holders of its
Common  Shares  or  to  make any other distribution to the holders of its Common
Shares (other than a regular cash dividend), (ii) to offer to the holders of its
Common  Shares rights or warrants to subscribe for or to purchase any additional
Common Shares or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Shares (other than a
reclassification  involving  only the subdivision of outstanding Common Shares),
(iv)  to  effect any consolidation or merger into or with, or to effect any sale
or  other  transfer  (or to permit one or more of its Subsidiaries to effect any
sale  or  other  transfer),  in  one or more transactions, of 50% or more of the
assets  or  earning power of the Company and its Subsidiaries (taken as a whole)
to,  any  other Person, (v) to effect the liquidation, dissolution or winding up
of  the  Company,  or  (vi)  to declare or pay any dividend on the Common Shares
payable  in  Common  Shares  or  to  effect  a  subdivision,  combination  or
consolidation  of  the  Common  Shares (by reclassification or otherwise than by
payment  of  dividends  in  Common Shares), then, in each such case, the Company
shall  give to each holder of a Right Certificate, in accordance with Section 26
hereof,  a  notice  of such proposed action, which shall specify the record date
for  the purposes of such stock dividend, or distribution of rights or warrants,
or  the  date  on  which  such  reclassification,  consolidation,  merger, sale,
transfer,  liquidation, dissolution, or winding up is to take place and the date
of  participation  therein  by  the  holders  of the Common Shares and/or Common
Shares,  if  any  such date is to be fixed, and such notice shall be so given in
the  case  of  any  action  covered by clause (i) or (ii) above at least 10 days
prior  to  the  record  date  for  determining  holders of the Common Shares for
purposes  of  such action, and in the case of any such other action, at least 10
days  prior  to  the  date  of the taking of such proposed action or the date of
participation  therein by the holders of the Common Shares and/or Common Shares,
whichever  shall  be  the  earlier.


<PAGE>
     (b)  In  case  the event set forth in Section 11(a)(ii) hereof shall occur,
then  the Company shall as soon as practicable thereafter give to each holder of
a  Right  Certificate,  in  accordance  with  Section 26 hereof, a notice of the
occurrence  of  such  event,  which  notice  shall  describe  such event and the
consequences  of  such  event  to  holders  of  Rights  under Section 11 hereof.

     SECTION  26. NOTICES. Notices or demands authorized by this Agreement to be
given  or  made by the Rights Agent or by the holder of any Right Certificate to
or  on  the  Company  shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the  Rights  Agent)  as  follows:

     Tri-Valley  Corporation
230  S.  Montclair,  Suite  101
Bakersfield,  CA  93309
Attention:  Corporate  Secretary

Subject  to the provisions of Section 21 hereof, any notice or demand authorized
by  this  Agreement  to  be given or made by the Company or by the holder of any
Right  Certificate to or on the Rights Agent shall be sufficiently given or made
if  sent  by first-class mail, postage prepaid, addressed (until another address
is  filed  in  writing  with  the  Company)  as  follows:

     Registrar  and  Transfer  Company
     10  Commerce  Drive
     Cranford,  NJ  07016
     Attention:  ______________________

Notices  or  demands  authorized  by  this  Agreement to be given or made by the
Company  or  the  Rights  Agent  to the holder of any Right Certificate shall be
sufficiently  given  or  made  if  sent  by  first-class  mail, postage prepaid,
addressed  to such holder at the address of such holder as shown on the registry
books  of  the  Rights  Agent.

     SECTION  27.  SUPPLEMENTS AND AMENDMENTS. The Company may from time to time
supplement  or amend this Agreement without the approval of any holders of Right
Certificates  in  order  to  cure  any  ambiguity,  to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions  herein,  or  to make any other provisions with respect to the Rights
which  the  Company  may  deem  necessary  or  desirable, any such supplement or
amendment  to  be  evidenced  by  a writing signed by the Company and the Rights
Agent; provided, however, that from and after such time as any Person becomes an
Acquiring  Person, this Agreement shall not be amended in any manner which would
adversely  affect  the  interests  of  the  holders  of  Rights.


     SECTION  28. SUCCESSORS. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Rights Agent shall bind and inure to
the  benefit  of  their  respective  successors  and  assigns  hereunder.


<PAGE>
     SECTION  29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any Person other than the Company, the Rights Agent and the
registered  holders  of  the  Right Certificates (and, prior to the Distribution
Date,  the  Common  Shares)  any legal or equitable right, remedy or claim under
this  Agreement;  but this Agreement shall be for the sole and exclusive benefit
of  the  Company,  the  Rights  Agent  and  the  registered holders of the Right
Certificates  (and,  prior  to  the  Distribution  Date,  the  Common  Shares).

     SECTION  30.  SEVERABILITY. If any term, provision, covenant or restriction
of  this  Agreement  is  held  by  a  court  of  competent jurisdiction or other
authority  to  be  invalid,  void  or unenforceable, the remainder of the terms,
provisions,  covenants  and  restrictions of this Agreement shall remain in full
force  and  effect  and  shall  in  no way be affected, impaired or invalidated.

     SECTION 31. GOVERNING LAW. This Agreement and each Right Certificate issued
hereunder  shall  be deemed to be a contract made under the laws of the State of
Delaware  and  for all purposes shall be governed by and construed in accordance
with  the  laws  of  such State applicable to contracts to be made and performed
entirely  within  such  State.

     SECTION  32.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts  and  each of such counterparts shall for all purposes be deemed to
be  an original, and all such counterparts shall together constitute but one and
the  same  instrument.

     SECTION  33.  DESCRIPTIVE  HEADINGS.  Descriptive  headings  of the several
Sections  of  this  Agreement  are  inserted  for convenience only and shall not
control  or  affect the meaning or construction of any of the provisions hereof.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  attested,  all  as of the day and year first above written.

THE  COMPANY:                    THE  RIGHTS  AGENT:
-------------                    -------------------

Tri-Valley  Corporation               Registrar  and  Transfer  Company


By:______________________________     By:______________________________
Name:___________________________     Name:___________________________
Title:____________________________     Title:____________________________

<PAGE>
                                    EXHIBIT A
                                    ---------

                            FORM OF RIGHT CERTIFICATE

Certificate  No.  _______            ________  Rights

     NOT  EXERCISABLE  AFTER  ____________________________,  OR  EARLIER  IF
REDEMPTION  OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER
RIGHT  AND  TO  EXCHANGE  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS AGREEMENT.

                                RIGHT CERTIFICATE
                                -----------------

                             TRI-VALLEY CORPORATION

               This  certifies  that  ________________________  ,  or registered
assigns,  is  the registered owner of the number of Rights set forth above, each
of  which  entitles  the  owner  thereof,  subject  to the terms, provisions and
conditions  of  the Rights Agreement, dated as of November 19, 1999 (the "Rights
Agreement"),  between  Tri-Valley  Corporation,  a  Delaware  corporation  (the
"Company"), and Registrar and Transfer Company (the "Rights Agent"), to purchase
from  the  Company  at  any  time  after  the Distribution Date (as such term is
defined  in  the  Rights  Agreement) and prior to 5:00 P.M., California time, on
________________, ______, at the principal office of the Rights Agent, or at the
office  of  its  successor as Rights Agent, one share of Common Stock, par value
$0.001  per  share, of the Company (the "Common Shares"), at a purchase price of
$0.01  per  Common Share (the "Purchase Price"), upon presentation and surrender
of  this  Right Certificate with the Form of Election to Purchase duly executed.
The  number  of  Rights  evidenced  by this Right Certificate (and the number of
Common  Shares which may be purchased upon exercise hereof) set forth above, and
the  Purchase  Price  set  forth  above, are the number and Purchase Price as of
_____________________,  _______,  based  on  the Common Shares as constituted at
such  date.  As  provided  in  the  Rights Agreement, the Purchase Price and the
number  of  Common Shares which may be purchased upon the exercise of the Rights
evidenced  by  this Right Certificate are subject to modification and adjustment
upon  the  happening  of  certain  events.

               This Right Certificate is subject to all of the terms, provisions
and  conditions  of the Rights Agreement, which terms, provisions and conditions
are  hereby incorporated herein by reference and made a part hereof and to which
Rights  Agreement reference is hereby made for a full description of the rights,
limitations  of  rights,  obligations,  duties  and  immunities hereunder of the
Rights  Agent,  the Company and the holders of the Right Certificates. Copies of
the  Rights  Agreement  are  on  file  at the principal executive offices of the
Company  and  the  offices  of  the  Rights  Agent.


<PAGE>
               This Right Certificate, with or without other Right Certificates,
upon surrender at the principal office of the Rights Agent, may be exchanged for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling  the holder to purchase a like aggregate number of
Common  Shares  as  the  Rights  evidenced  by  the  Right  Certificate or Right
Certificates  surrendered  shall  have entitled such holder to purchase. If this
Right  Certificate  shall  be exercised in part, the holder shall be entitled to
receive  upon  surrender  hereof another Right Certificate or Right Certificates
for  the  number  of  whole  Rights  not  exercised.

               Subject  to  the  provisions  of the Rights Agreement, the Rights
evidenced  by  this  Right  Certificate  (i) may be redeemed by the Company at a
redemption  price  of  $.01 per Right or (ii) may be exchanged by the Company in
whole  or  in  part  for  Common  Shares.

               No  fractional  Common Shares will be issued upon the exercise of
any  Right or Rights evidenced hereby, but, in lieu thereof, a cash payment will
be  made,  as  provided  in  the  Rights  Agreement.

               No  holder of this Right Certificate shall be entitled to vote or
receive  dividends  or be deemed for any purpose the holder of the Common Shares
or  of  any other securities of the Company which may at any time be issuable on
the  exercise  hereof,  nor  shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of  a  stockholder  of  the  Company  or  any  right to vote for the election of
directors  or  upon any matter submitted to stockholders at any meeting thereof,
or  to give or withhold consent to any corporate action, or to receive notice of
meetings  or  other  actions  affecting  stockholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until  the  Right  or Rights evidenced by this Right Certificate shall have been
exercised  as  provided  in  the  Rights  Agreement.

               This  Right  Certificate shall not be valid or obligatory for any
purpose  until  it  shall  have  been  countersigned  by  the  Rights  Agent.

               WITNESS  the  signature (facsimile signatures shall be acceptable
and binding) of the proper officers of the Company and its corporate seal. Dated
as  of  ________________,  ______.

THE  COMPANY:     COUNTERSIGNED  BY  THE  RIGHTS  AGENT:
-------------     --------------------------------------

Tri-Valley  Corporation     Registrar  and  Transfer  Company



By:______________________________     By:______________________________
Name:___________________________     Name:___________________________
Title:____________________________     Title:____________________________


<PAGE>
                                     ------
                    FORM OF REVERSE SIDE OF RIGHT CERTIFICATE
                    -----------------------------------------

                               FORM OF ASSIGNMENT

(To  be executed by the registered holder if such holder desires to transfer the
Right  Certificate.)

     FOR  VALUE  RECEIVED  _______________________  hereby  sells,  assigns  and
transfers  unto:  (Please  print  name  and  address  of  transferee)
____________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does  hereby  irrevocably  constitute  and appoint _____________________________
Attorney-in-fact,  to  transfer the within Right Certificate on the books of the
within-named  Company,  with  full  power  of  substitution.

Dated:  _________________  ,  _____


                                                   ______________________
                                                   Signature

Signature  Guaranteed:

                 Signatures  must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or  a  commercial  bank  or  trust  company having an office or
correspondent in the United States or by another eligible guarantor institution,
as  defined  in  Rule  17Ad-15  under  the  Securities  Exchange  Act  of  1934.

-------------------------------------------------------------

                 The  undersigned  hereby certifies that the Rights evidenced by
this  Right  Certificate are not beneficially owned by an Acquiring Person or an
Affiliate  or  Associate  thereof  (as  defined  in  the  Rights  Agreement).


                                                   ______________________
                                                   Signature

-  -------------------------------------------------------------

(To  be  executed  if holder desires to exercise Rights represented by the Right
Certificate.)

To:  TRI-VALLEY  CORPORATION

         The undersigned hereby irrevocably elects to exercise __________ Rights
represented  by  this  Right  Certificate to purchase the Common Shares issuable
upon  the exercise of such Rights and requests that certificates for such Common
Shares  be  issued  in  the  name  of:

Please  insert  social  security  or  other  identifying
number:_______________________________.

(Please  print  name  and  address)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

If  such  number  of  Rights shall not be all the Rights evidenced by this Right
Certificate,  a  new  Right Certificate for the balance remaining of such Rights
shall  be  registered  in  the  name  of  and  delivered  to:

Please  insert  social  security  or  other  identifying
number:_______________________________.

(Please  print  name  and  address)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________



Dated:  _____________________,______


                                                 _________________________
                                                 Signature


Signature  Guaranteed:


<PAGE>
                 Signatures  must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers,  Inc.,  or  a  commercial  bank  or  trust  company having an office or
correspondent in the United States or by another eligible guarantor institution,
as  defined  in  Rule  17Ad-15  under  the  Securities  Exchange  Act  of  1934.

-------------------------------------------------------------

                 The  undersigned  hereby certifies that the Rights evidenced by
this  Right  Certificate are not beneficially owned by an Acquiring Person or an
Affiliate  or  Associate  thereof  (as  defined  in  the  Rights  Agreement).


                                                   ______________________
                                                   Signature

-  -------------------------------------------------------------



                                     NOTICE

               The  signature  in  the Form of Assignment or Form of Election to
Purchase,  as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or  any  change  whatsoever.

               In  the  event  the  certification set forth above in the Form of
Assignment  or  the  Form  of  Election  to Purchase, as the case may be, is not
completed,  the  Company  and the Rights Agent will deem the beneficial owner of
the  Rights  evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate  or  Associate  thereof  (as defined in the Rights Agreement) and such
Assignment  or  Election  to  Purchase  will  not  be  honored.


<PAGE>
                                       74

                                    EXHIBIT B
                                    ---------

                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES
                                  -------------

     Our  Board  of Directors believes that it is in Tri-Valley's best interests
to  adopt  a  Share Purchase Rights Plan (the "Rights Plan") which would make it
more  difficult  for another person or entity to engage in a hostile or unwanted
takeover of Tri-Valley and would provide an incentive to such a person or entity
to  negotiate  directly  with  the  Board  of  Directors instead of attempting a
hostile takeover.  The following description of the Rights Plan is intended as a
summary  only and is subject to the terms and conditions contained in the Rights
Agreement  (as  defined  below).

     Pursuant  to the Rights Plan, we will issue one common stock share purchase
right  (a  "Right") for each outstanding share of common stock.  Each Right will
entitle  the  registered holder to purchase from Tri-Valley one additional share
of  our  common  stock  at  a  price  of $0.01 per share (the "Purchase Price"),
subject to adjustment.  The description and terms of the Rights are set forth in
a  Rights  Agreement  (the "Rights Agreement"), between Tri-Valley and Registrar
and  Transfer  Company  as  Rights  Agent.  The Rights Agreement is on file with
Tri-Valley,  was  attached  as  an  exhibit  to  the  1999  Proxy  Statement for
Tri-Valley,  and  has  been  filed  with  the  SEC.

     We  will  not  issue  separate certificates representing the Rights until a
third party acquires or makes a tender offer or exchange offer to acquire 15% or
more  of our common stock.  Until one of those events occurs, the Rights will be
evidenced by the certificates already representing our common stock.  Until such
an  acquisition,  tender  offer  or  exchange offer occurs, (or until the Rights
expire), the Rights will be transferred with and only with our common stock, and
our  stock certificates will carry a notation incorporating the Rights Agreement
by  reference.

     Ten  business days after a third party or group makes a public announcement
that  they  have acquired beneficial ownership of 15% or more of our outstanding
common  stock,  or  ten  days after a third party or group commences an exchange
offer  or  tender  offer  that  could  result in their owning 15% or more of our
outstanding common stock (or such later date as determined by our Board prior to
when  any  person  acquires  15%  or  more of our outstanding common stock), the
Rights  will  become  exercisable.  We  will  then  mail  separate  certificates
evidencing  the  Rights  to our common stockholders of record as of the close of
business  on  date  when  the  Rights  became  exercisable.

     When  the  Rights become exercisable B after a person or group acquires 15%
or  more  of  our  stock  B  the Rights will have the following characteristics:

1.     Each  holder  of  a  Right  (other  than Rights beneficially owned by the
person  or group that acquired the 15% interest) will have the right to exercise
their  Right  and  receive that number of shares of common stock having a market
value  of  two  times  the  exercise  price  of  the  Right.

2.     If  Tri-Valley  is  acquired  in  a  merger or other business combination
transaction,  or  if 50% or more of its consolidated assets or earning power are
sold,  each  holder  of  a  Right  (other  than Rights beneficially owned by the
person  or  group that acquired the 15% interest) will thereafter have the right
to  receive, upon the exercise thereof at the then-current exercise price of the
Right,  that  number of shares of common stock of the acquiring company which at
the  time of such transaction will have a market value of two times the exercise
price  of  the  Right.

3.     After  the  person  or  group acquires their 15% interest but before they
acquire  50% or more of our outstanding stock, our Board may exchange the Rights
(other  than  Rights owned by the 15% interest holders, which have become void),
in whole or in part, at an exchange ratio of one share of common stock per Right
(subject  to  adjustment).

4.     The  Rights  that  are  owned  beneficially  by  the  party or group that
acquired the 15% interest will become void and unexerciseable after they acquire
their  15%.

     The  Rights  will  expire  on  the 10th anniversary of the date of issuance
unless  we  extend  their  expiration  date  or unless we redeem or exchange the
Rights  prior  to  their  expiration  as  summarized  below.

     At  any  time before a person or group acquires beneficial ownership of 15%
or  more  of  our  outstanding  common stock, our Board may redeem the Rights in
whole,  but  not in part, at a price of $.01 per Right (the "Redemption Price").
The  redemption  of  the Rights may be made effective at such time on such basis
and  with  such  conditions as our Board, in its sole discretion, may establish.
Immediately  upon any redemption of the Rights, the right to exercise the rights
will terminate and the only right of the holders of the Rights will be that they
are  eligible  to  receive  the  Redemption  Price.

     The  terms of the Rights may be amended by our Board without the consent of
the  holders of the Rights; provided, however, that, from and after such time as
any  person  or  group  of affiliated or associated persons becomes an Acquiring
Person,  no  such amendment may adversely affect the interests of the holders of
the  Rights.

     Until  a  Right  is  exercised,  the  holder thereof, as such, will have no
rights  as  a  Tri-Valley  stockholder,  such as the right to vote or to receive
dividends.

     The  number  of outstanding Rights and the number of shares of common stock
issuable  upon  exercise of each Right also will be subject to adjustment in the
event  of  a  stock  split of the common stock or a stock dividend on the common
stock payable in common stock or subdivisions, consolidations or combinations of
the  common  stock  occurring,  in  any  such case, prior to distribution of the
Rights.

With  certain  exceptions,  no  adjustment in the Rights' Purchase Price will be
required  until  cumulative  adjustments  require  an adjustment of at least one
percent  in  such  Purchase Price.  No fractional shares of common stock will be
issued,  and  in  lieu  thereof, an adjustment in cash will be made based on the
market  price  of  the common stock on the last trading day prior to the date of
exercise.

     The  Rights  have  certain  antitakeover  effects.  The  Rights  will cause
substantial  dilution  to  a person or group of persons that attempts to acquire
Tri-Valley  on  terms not approved by our Board. The Rights should not interfere
with any merger or other business combination approved by our Board prior to the
time  that a person or group has acquired beneficial ownership of 15% percent or
more  of  the  common  stock  since  the  Rights  may  be  redeemed by us at the
Redemption  Price  until  such  time.